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Purchase of Senior Notes Sample Clauses

Purchase of Senior Notes. Not In Connection with Services
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Purchase of Senior Notes. 1.1 Subject to the terms and conditions hereof, the Purchasers hereby agree to purchase from the Company, and the Company has offered and hereby agrees to issue and sell to the Purchaser $2,000,000 aggregate principal amount of the Notes due June 30, 2003, to be issued substantially in the form attached hereto as Exhibit B for delivery at the respective offices of the Purchasers, against payment to the Company of the respective amounts set forth opposite the Purchasers' names in Exhibit A by wire transfer in same day or next day funds. The term "Notes" as used herein shall include the Notes originally issued pursuant to the provisions of this Agreement and any promissory notes delivered in substitution or exchange therefor. The Notes will bear interest, be payable and mature at the time and under the terms and conditions specified therein. The Notes will be convertible into shares of the Company's Common Stock at the rate of $1.00 face value of the Note for each share of the Company's Common Stock, subject to adjustment, all as provided in the Notes. The Company has authorized and reserved for issuance up to 2,000,000 shares of Common Stock (which number may be adjusted as provided in the Notes) upon conversion of the Notes in accordance with their terms (as used herein, the "Notes" and the shares of the Common Stock issuable upon conversion thereof are referred to collectively as the "Securities").
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Purchase of Senior Notes. The Company or any Subsidiary of the Company may at any time and from time to time purchase Senior Notes at any price in the open market or otherwise. Any Senior Note so purchased may, to the extent permitted by applicable law and subject to any other contractual obligations of the Company, be held, re-issued or resold or, at the Company’s option, be surrendered to the Trustee for cancellation. With respect to the Senior Notes, Section 6.1, Section 6.2, and Section 6.3 of the Indenture, respectively, shall be replaced in their entirety by Section 4.1, Section 4.2, and Section 4.3 hereunder:
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Purchase of Senior Notes. The Company will not and will not permit any Subsidiary or Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Senior Notes except upon the payment or prepayment of the Senior Notes in accordance with the terms of the Senior Note Agreement and the Senior Notes. The Company will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or purchase of Senior Notes pursuant to any provision of this Agreement and no Senior Notes may be issued in substitution or exchange for any such Senior Notes.
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Purchase of Senior Notes. At the Closing and as of the Effective Time, Parent shall purchase from each holder of the Senior Notes all of the outstanding obligations of the Company pursuant to each Senior Note in accordance with the Note Purchase Agreements executed concurrently with this Agreement.
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Purchase of Senior Notes. 1.1 Subject to the terms and conditions hereof, the Purchasers hereby agree to purchase from the Company, and the Company has offered and hereby agrees to issue and sell to the Purchaser $2,000,000 aggregate principal amount of the Notes due June 30, 2003, to be issued substantially in the form attached hereto as Exhibit B for delivery at the respective offices of the Purchasers, against payment to the Company of the respective amounts set forth opposite the Purchasers' names in Exhibit A by wire transfer in same day or next day funds. The term "Notes" as used herein shall include the Notes originally issued pursuant to the provisions of this Agreement and any promissory notes delivered in substitution or exchange therefor. The Notes will bear interest, be payable and mature at the time and under the terms and conditions specified therein. The Notes will be convertible into shares of the Company's Common Stock at the rate of $1.00 face value of the Note for each share of the Company's Common Stock, subject to adjustment, all as provided in the Notes.
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Purchase of Senior Notes. Borrower shall not purchase any of its Senior Notes except that the foregoing shall not apply to purchases of such Senior Notes at a price not in excess of $650 per $1,000 face amount. Borrower shall comply with all state and federal securities laws in connection with any purchase of Senior Notes, including without limitation, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
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Purchase of Senior Notes. Upon the occurrence and during the continuation of an Event of Default, Holders of Subordinate Notes representing more than fifty percent (50%) of the Unpaid Principal Balances of all Classes of Subordinate Notes may purchase all (but not less than all) of the Notes of each Senior Class of Notes then Outstanding, for an amount equal to the sum of (i) the then Unpaid Principal Balances of all Senior Classes of Notes, (ii) accrued and unpaid interest at the interest rate or rates in effect at that time on the amounts set forth in clause (i), (iii) any breakage costs incurred by the Holders of such Senior Classes of Notes and (iv) all other unpaid Outstanding Obligations of the Issuer under the Related Documents for all such Senior Classes of Notes. The Indenture Trustee shall, promptly upon receipt of such amount, distribute such amount to the holders of the Senior Notes and to the other Persons identified by the Manager as entitled to such amounts. On or prior to the date of the exercise of the foregoing right to purchase the Senior Notes, the Holders of the Senior Notes, the requisite number of Holders of Subordinate Notes, the Issuer, the Manager and the Indenture Trustee shall mutually negotiate, execute and deliver such written agreement(s) as are reasonably necessary to document such purchase; provided, that the Indenture Trustee shall receive indemnification for any actions requested by any other party to be taken by it in respect of such purchase or pursuant to such written agreement(s). ARTICLE III PAYMENT OF NOTES; STATEMENTS TO NOTEHOLDERS
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Related to Purchase of Senior Notes

  • Purchase of Notes The Company will not and will not permit any Subsidiary or any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except (a) upon the payment or prepayment of the Notes in accordance with the terms of this Agreement and the Notes or (b) pursuant to a written offer to purchase any outstanding Notes made by the Company or an Affiliate pro rata to the holders of all the Notes then outstanding upon the same terms and conditions. Any such offer shall provide each holder with sufficient information to enable it to make an informed decision with respect to such offer, and shall remain open for at least ten (10) Business Days. If the holders of more than 50% of the aggregate principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify the remaining holders of Notes of such fact and the expiration date for the acceptance by holders of Notes of such offer shall be extended by the number of days necessary to give each such remaining holder at least five (5) Business Days from its receipt of such notice to accept such offer. The Company will promptly cancel all Notes acquired by it or any Subsidiary or any Affiliate pursuant to any payment, prepayment or purchase of Notes pursuant to any provision of this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

  • Issuance and Purchase of the Notes (a) Delivery of the Funding Agreement and the Guarantee to the Custodian, on behalf of the Indenture Trustee, pursuant to the Assignment or execution of the cross receipt contained in the Closing Instrument shall be confirmation of payment by the Trust for the Funding Agreement. (b) The Trust hereby directs the Indenture Trustee, upon receipt by the Custodian, on behalf of the Indenture Trustee, of the Funding Agreement pursuant to the Assignment and upon receipt by the Custodian, on behalf of the Indenture Trustee, of the Guarantee, (i) to authenticate the certificates representing the Notes (the “Notes Certificates”) in accordance with the Indenture and (ii) to (A) deliver each relevant Notes Certificate to the clearing system or systems identified in each such Notes Certificate, or to the nominee of such clearing system, or the custodian thereof, for credit to such accounts as the Purchasing Agent may direct, or (B) deliver each relevant Notes Certificate to the purchasers thereof as identified by the Purchasing Agent.

  • Purchase of Notes By Principal Life Principal Life may purchase some or all of the Notes in the open market or otherwise at any time, and from time to time. Simultaneously, upon such purchase, (1) the purchased Notes shall, by their terms become mandatorily redeemable by the Trust as specified in the related Pricing Supplement, Prospectus Supplement and/or Prospectus and (2) the Fund under this Agreement shall be permanently reduced by the same percentage as the principal amount of the Notes so redeemed bears to the sum of (i) the aggregate principal amount of all Notes issued and outstanding immediately prior to such redemption and (ii) the principal amount of the Trust Beneficial Interest related to such Notes. If Principal Life, in its sole discretion, engages in such open market or other purchases, then the Trust, the Indenture Trustee in respect of such Notes, and Principal Life shall take actions (including, in the case of Principal Life, making the payment(s) necessary to effect the Trust’s redemption of such Notes) as may be necessary or desirable to effect the cancellation of such Notes by the Trust.

  • Repurchase of Notes SECTION 13.1 [RESERVED] SECTION 13.2 REPURCHASE AT THE OPTION OF THE HOLDER UPON A DESIGNATED EVENT. (a) In the event that a Designated Event shall occur at any time prior to the Maturity Date, then each Holder shall have the right (the “Designated Event Repurchase Right”), at such Holder’s option, to require the Issuer to repurchase, and upon the exercise of such right the Issuer shall repurchase, such Holder’s Notes, in whole or in part, of $1,000 or any integral multiple of $1,000 in excess thereof or the entire principal amount of the Notes held by any Holder (provided that no single Note may be repurchased in part unless the portion of the principal amount of such Note to be Outstanding after such repurchase is equal to $1,000 or integral multiples of $1,000 in excess thereof), on the date specified by the Issuer (the “Designated Event Repurchase Date”) that is not less than 20 nor more than 30 Business Days after the date of the Issuer Notice (as defined in Section 13.4) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, to, but excluding, the Designated Event Repurchase Date (the “Designated Event Repurchase Price”); provided, however, that installments of interest, if any, on Notes with an Interest Payment Date on or prior to the Designated Event Repurchase Date shall be payable to the Holders of such Notes registered as such on the relevant Record Date according to their terms and the provisions of Section 2.1 hereof. The Designated Event Repurchase Price to be paid upon a Designated Event shall be paid in cash. (b) To exercise a Designated Event Repurchase Right, a Holder shall deliver to the Issuer or its designated agent (i) prior to the close of business on the Designated Event Repurchase Date specified in the Issuer Notice, written notice of the Holder’s exercise of such right, which notice shall set forth the name of the Holder, the principal amount of the Notes to be repurchased (and, if any Note is to repurchased in part, the serial number thereof, the portion of the principal amount thereof to be repurchased and the name of the Person in which the portion thereof to remain Outstanding after such repurchase is to be registered, subject to Section 2.16 hereof) and a statement that an election to exercise the Designated Event Repurchase Right is being made thereby (the “Designated Event Repurchase Notice”), and (ii) the Notes with respect to which the Designated Event Repurchase Right is being exercised duly endorsed for transfer (or, if any Note is not certificated, the Designated Event Repurchase Notice must comply with Depositary procedures). The Issuer shall pay or deposit funds with the Paying Agent in the amount of the Designated Event Repurchase Price for the Notes to be repurchased on the Trading Day immediately following the Designated Event Repurchase Date. (c) The Paying Agent shall promptly notify the Issuer of the receipt by it of a Designated Event Repurchase Notice. (d) Any repurchase by the Issuer contemplated pursuant to the provisions of this Section 13.2 shall be consummated by the delivery from the Issuer to the Paying Agent of the consideration to be received by the Holder on the Trading Day immediately following the Designated Event Repurchase Date. SECTION 13.3 [RESERVED]

  • Purchase of Securities Promptly upon each purchase of Securities for the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any) or other units purchased, (iii) the date of purchase and settlement, (iv) the purchase price per unit, (v) the total amount payable upon such purchase, and (vi) the name of the person to whom such amount is payable. The Custodian shall upon receipt of such Securities purchased by the Fund pay out of the moneys held for the account of the Fund the total amount specified in such Written Instructions to the person named therein. The Custodian shall not be under any obligation to pay out moneys to cover the cost of a purchase of Securities for the Fund, if in the Fund Custody Account there is insufficient cash available to the Fund for which such purchase was made.

  • SALE AND PURCHASE OF NOTES Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase of Bonds The Company may at any time, and from time to time, furnish moneys to the Trustee accompanied by a notice directing the Trustee to apply such moneys to the purchase in the open market of Bonds in the principal amounts specified in such notice, and any Bonds so purchased shall thereupon be canceled by the Trustee.

  • Repurchase of Securities AT THE OPTION OF THE HOLDER UPON A CHANGE IN CONTROL

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • Sale and Purchase of Securities a. Notwithstanding anything to the contrary contained herein, Escrower shall have the right to sell the Securities or any part thereof but only if all of the following conditions are satisfied: (i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the sale of specifically identified Securities prior to, concurrently with or promptly after the placement of a sell order; (ii) The sale is a bona fide, arms'-length transaction effected for cash on a national securities exchange, through NASDAQ or in an underwritten securities offering; and (iii) Prior to such sale, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such sales) to assure that the proceeds of such sale are promptly deposited with or remain with the Escrow Agent pursuant to this Escrow Agreement. b. Escrower shall have the right to purchase securities listed on a national securities exchange or quoted on NASDAQ (with the exception of unhedged options) using cash constituting a part of the Collateral if all of the following conditions are satisfied: (i) Escrower delivers to Escrowee and the Escrow Agent written notice with respect to the purchase of specifically identified securities prior to, concurrently with or promptly after the placement of a buy order; (ii) The purchase is a bona fide, arms'-length transaction effected on a national securities exchange or through NASDAQ; (iii) Prior to such purchase, Escrower makes such arrangements as are reasonably acceptable to Escrowee and the Escrow Agent (which arrangements may be blanket arrangements agreed upon in advance to be applicable to all such purchases) to assure that the certificates evidencing the purchased securities are promptly deposited with the Escrow Agent pursuant to this Escrow Agreement; and (iv) Escrower delivers to Escrow Agent the document contemplated by Section 4(a)(ii) hereof. The purchased securities shall constitute a part of the Collateral under this Escrow Agreement.

Most Referenced Clauses

Most Referenced Definitions